Board Timber

Many women who came out of law school three decades or so ago were pathbreakers. They tallied untold firsts, seconds and more—achieving critical mass in judgeships, big-firm partnerships and other markers for success in the legal profession. They share a certain reflexive response to help those who have followed.

So when Linda C. Hayman rang up some successful, seasoned female lawyers around the country last year to invite them to join a project that might help them take the next career step—getting onto corporate boards— several did a double take. “Some of them said, ‘Wait a minute, you’re doing this for us?’ ” Hayman recalls. “Because their first thought was the usual, ‘What do you want me to do for the others?’ ”

Hayman herself has been there often, done that plenty. The partner in New York City’s Skadden, Arps, Slate, Meagher & Flom is finishing a year as chair of the ABA Section of Business Law.

And she is a co-founder of the DirectWomen Initiative, a new ABA effort to get more women on boards of directors at publicly traded, for-profit cor­porations. Lots of women have joined the boards of museums, dance companies, universities and all manner of nonprofits over the years. But on boards where profit rules, the vista remains largely one of bald-pattern maleness.

A comb-over couldn’t hide the bareness of just 14.6 percent of the Fortune 500 companies having women on their boards in 2006.

That is just one of many compelling statistics in a survey by Catalyst Inc., a research organization based in New York City that has focused on issues concerning women in the workplace since 1962. Catalyst is working with the ABA and its Business Law Section on the initiative, which goes by the branding smoosh DirectWomen.

“The reality is that we’ve hit a point where many large public corporations have one or two women and one minority as directors,” says John C. Coffee Jr., director of the Center on Corporate Governance at Columbia University Law School in New York City. “I think a lot of CEOs define that as success. But it’s really a quota. It means they’ve done something. But the country is 51 percent women.”

Coffee was on the faculty for the first DirectWomen Board Institute, which was held March 29-30, at the Waldorf-Astoria hotel in New York City. The agenda featured interactive workshops, discussions and old-fashioned networking for 21 participants selected from more than 200 applicants.

THE 21 CLUB

The list of 21 is top-drawer. applications for next year’s institute will be available Aug. 1 and are due Oct. 15. (For both and more, go to directwomen.org.)

“This program had an element I’ve never seen,” says Mary Cranston, one of the 21 participants, who for eight years chaired Pillsbury Winthrop Shaw Pittman in San Francisco until stepping down in December. “That is: What does gender and what does being a lawyer contribute to your pluses and minuses on a board?”

That too few women are on corporate boards is a given. But thanks to a couple of bugaboos, lawyers of either sex are less likely even to be available or, if so, to be selected.

For one, law firms often are concerned that a partner going on a board might become contaminated with conflicts of interest that can limit the firm’s potential client base. And there is the mindset of CEOs who tend to think of lawyers as troublesome naysayers without operational experience—and whose skills and talents can be bought when necessary.

Then there is the woman thing.

Many of the DirectWomen participants “have extensive knowledge of finance and gov­ernance and other things you would want a board member to know,” says Cranston.

Her career has spanned the evolution of law firms from sometimes quirky, clubby enclaves of individuals to more modern, efficient business operations with professional management and administration.

Cranston now is the senior partner at Pillsbury Winthrop. That role is becoming more common in big—especially global—law firms. The assumption is that a longtime, hands-on leader still has a lot to offer, and can do so without having to bear so much of the shoulder-weight of responsibilities.

As firm senior partner, Cranston helps the executive committee when called upon, as well as doing client relations work and coaching. Might such a combination of knowledge, experience, skills and networking be transferable to a board of directors?

The folks at DirectWomen offer a collective “Duh!”

“These women have the credentials, and we want corporate America to recognize that,” says Amelia H. Boss, a professor at Temple University School of Law in Philadelphia and a past chair of the Business Law Section. Boss chaired the planning and advisory committees for DirectWomen’s institute in New York.

Cranston has one attribute that for many is the catch-22 of getting on corporate boards. Most slots go to those who already have been on other boards. She has been a director of a sizable company, GrafTech International, since 2000.

“I held it to just one board while I was CEO of the law firm,” says Cranston. “I’m looking to expand that now.”

The DirectWomen Board Institute included talks by headhunters who specialize in corporate board placements. They emphasized reworking a typical lawyer’s resumé to indicate experience that lends itself to what CEOs and others are looking for.
Lawyers are not going on boards of directors to provide legal advice.

“A lot of these women are really challenged to explain their role in transactions and their giving [of] other advice because so much of what they do is con­fidential,” says Hayman, who is the head of Skadden Arps’ Uni­form Commercial Code and Secured Transactions practice. “But boards are looking for team players, and lawyers often work on teams—and for this you wouldn’t necessarily want to have a resumé that takes credit for all that happened positively.”

TIER-TWO IMPORTS

Corporate leaders usually have their go-to places when looking for new directors. That tends to be mostly upper-level management in corporations, says Boss.

“Women who sit on boards tell us they are frustrated when trying to convince their colleagues to look in nontraditional places, including the legal field,” Boss says. “When they do, it’s perceived as reaching into the second tier because they didn’t get what they wanted in the first one.”

Looking at the bona fides of those in the first class out of the DirectWomen Board Institute, it might be said that any company not interested in one or more of them probably just isn’t interested in women, period.

Not so, says Joie Gregor, an executive recruiter in New York City who spoke at the March meeting about what companies are looking for. There has to be the right fit for a female lawyer to sit on a corporate board. They have special skill sets, particularly getting through the facts and down to the heart of a problem, she says.

“But it’s tough to get around the fact that most boards are looking for operating executives because CEOs want advisers who have been in the trenches and run businesses,” explains Gregor, vice chair of the international search firm Heidrick & Struggles. “Some lawyers maybe have had just the right clients, or a general counsel has done certain work in a company that looks good. The environment has to be right for the fit.”

But one very direct woman who was in the institute’s first class prefers to cut a sharper bit of advice for corporations looking for board members. Lynn Schenk, a sole practitioner in San Diego who served a term in Con­gress during the mid-1990s and later worked as chief of staff to former California Gov. Gray Davis, has been on a lot of boards over the past three decades. She now is on the board of Biogen Idec, a large biotech company.

“Nobody wants a lawyer on the board till they get a good lawyer on the board,” Schenk says.